Dipula Income Fund: Cash payout applicable to fractions

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DIPULA INCOME FUND LIMITED

Incorporated in the Republic of South Africa

Registration number: 2005/013963/06

JSE share code: DIA

ISIN: ZAE000203378

JSE share code: DIB

ISIN: ZAE000203394

(Approved as a REIT by the JSE) (“dipula“or the”Company“)

CASH PAYMENT APPLICABLE TO FRACTIONARIES

Shareholders are referred to the Dipula Shareholders’ Circular (the “Scheme Flyer“) published on March 8, 2022 relating to the proposed plan of arrangement under section 114 of the Companies Act, No. 71 of 2008 (the “Companies Act“) between Dipula shareholders and Dipula A, which, if implemented, will result in Dipula repurchasing all Dipula A shares held by Scheme Participants, in consideration for the issuance of 2.4 Dipula shares B for each Dipula A share (the “Scheme“), as well as the finalization announcement published on May 3, 2022 confirming that all conditions precedent to the Scheme have been satisfied and that the Scheme is now fully unconditional. Capitalized terms in this announcement have the same meaning as in the Scheme Circular.

As set out in the Scheme Circular, the consideration payable to Scheme Participants under the Scheme is

2.4 DIB shares for each DIA share outstanding. Where the Scheme Consideration entitles the Scheme Participant to a fractional DIB Share, such fractional entitlement will be rounded down to the nearest whole number resulting in full share awards and a cash payment for fraction.

Scheme participants are advised that, in accordance with JSE listing requirements, the value of a DIB share to be used in determining the fractional cash payment due to Scheme participants is R3.60754, being the weighted average price based on the volume of a DIB action on the JSE. Wednesday, June 1, 2022, 10% discount.

For exemple :

Assuming that a Scheme Participant holds 101 Scheme Shares at the close of business on the record date for implementation of the Scheme, being Friday June 3, 2022, such Scheme Participant will be entitled to 242.4 Shares DIB under the Scheme. However, applying the rounding principle detailed above, the shareholder will, following the implementation of the Scheme, receive 242 DIB Shares and will receive a cash payment in respect of the fractional right of R1.44302, i.e. R3, 60754×0.4.

The tax treatment of split cash payment depends on the individual circumstances and applicable jurisdiction of Program Participants. Program Participants who are unsure of the tax treatment of receiving the split cash payment are recommended to seek appropriate advice in this regard.

STATEMENT OF RESPONSIBILITY

The Independent Board of Directors accepts responsibility for the information contained in this announcement and certifies that, to the best of its knowledge, the information contained in this announcement concerning Dipula is true and that this announcement does not omit anything that is likely to affect the import of such information.

June 2, 2022

Corporate Advisor and Sponsor

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